Responsibility for Satisfaction of Conditions Sample Clauses

Responsibility for Satisfaction of Conditions. The Group Company Parties, Haode Investment and the Founder Parties shall make all reasonable efforts to achieve satisfaction of each condition set out in Section 5 as soon as possible and in any event not later than the Closing Date. From the date hereof, the Group Company Parties, Haode Investment and the Founder Parties shall timely inform the Investors of and discuss with the Investors the status of the Group Company Parties’, Haode Investment’s and the Founder Parties’ progress in fulfilling the closing conditions set forth in Section 5. If, at any time, any Group Company Party, Haode Investment, or Founder Party becomes aware of the satisfaction of any condition that it is responsible for the satisfaction or becomes aware of any fact or circumstance that might prevent any condition from being satisfied, it shall immediately inform the other Parties in writing.
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Responsibility for Satisfaction of Conditions. 3.4.1 Each Warrantor shall make all reasonable efforts to achieve satisfaction of each Condition set out in Clause 3.3 as soon as possible before the tenth (10th) Business Days after the date of this Agreement. If, despite such reasonable efforts, any of such Conditions has not been satisfied by that date then each Warrantor shall make all reasonable efforts to achieve satisfaction of those Conditions as soon as practicable after that date and in any event not later than the Long Stop Date. 3.4.2 The Investor shall make all reasonable efforts to achieve satisfaction of each Condition set out in Clause 3.2 as soon as possible before the tenth (10th) Business Days after the date of this Agreement. If, despite such reasonable efforts, any of such Conditions has not been satisfied by that date then the Investor shall make all reasonable efforts to achieve satisfaction of those Conditions as soon as practicable after that date and in any event not later than the Long Stop Date. 3.4.3 If, at any time, any of the parties becomes aware of the satisfaction of any Condition that it is responsible for the satisfaction or becomes aware of any fact or circumstance that might prevent any Condition from being satisfied, it shall immediately inform the other parties in writing.
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Responsibility for Satisfaction of Conditions. 3.2.1 Each of the Company, the Founder and the Founder Entity shall use its best efforts to achieve satisfaction of each Condition set out in Clause 3.1 (Conditions) as soon as practicable after the date of this Agreement and in any event by not later than the Long Stop Date. 3.2.2 If, at any time, any of the parties becomes aware of the satisfaction of any Condition that it is responsible for the satisfaction or becomes aware of any fact or circumstance that might prevent any Condition from being satisfied, it shall immediately inform the other parties in writing.
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Responsibility for Satisfaction of Conditions. Subject to Clause 4.7, each Investor undertakes to use all reasonable endeavours, to procure the satisfaction of the MGA Regulatory Conditions as soon as reasonably possible and in any event before the Long Stop Date and will keep FIHL informed as to progress towards satisfaction of the MGA Regulatory Conditions and will notify FIHL as soon as reasonably possible after it becomes aware of the satisfaction of each of the MGA Regulatory Conditions, but, for the avoidance of doubt, no Investor shall be under any obligation to take any action or lack thereof pursuant to or in accordance with a Burdensome Condition.
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Responsibility for Satisfaction of Conditions. 5.2.1. The Parties shall co-operate fully and in the most expeditious manner, and will further make all reasonable endeavours to cause the fulfilment of the conditions precedent as soon as possible, but ultimately on the Long Stop Date. The Parties shall promptly cooperate and provide all necessary information as reasonably required by any government, authority or court in relation with the conditions precedent or which are otherwise necessary, proper or advisable in relation therewith. It is expressly agreed between the Parties, that the competition notification process is for the risk and account of the Purchaser and any remedy implemented or agreed to shall have no effect on the Purchase Price. 5.2.2. All filings, requests and enquiries relating to the satisfaction of the condition precedent set out in Clause 5.1.a shall be dealt with by the Purchaser also on behalf of, and in close consultation with, the Sellers. The Purchaser shall make all reasonable endeavours following execution of this Agreement to make all necessary filings to obtain the required approval as soon as permitted under the relevant competition laws, shall consult with the Sellers timely before submitting any filings, communications or offers to the relevant competition authorities, and shall not submit any filings, communications or offers to the relevant Competition Authorities without the Sellers' prior written consent. Seller A and its representatives will be allowed to participate in any discussions, meetings and conference calls with any relevant Competition Authority. All filings, requests and enquiries relating to the satisfaction of the condition precedent set out in Clause 5.1.a, shall be the responsibility and risk of the Purchaser. 5.2.3. In order to enable the Purchaser to submit a notification to the Competition Authorities, the Sellers acting jointly shall, represented by Seller A, procure that the Group shall fully cooperate with the Purchaser in the competition notification process and provide all information required or useful for such purpose. Without prejudice to the previous sentence, the Sellers shall in particular, at the reasonable request of the Purchaser: a. provide to the Purchaser any information or documentation that may be required by the Purchaser for the competition notification process; b. satisfy any requests for additional information and/or documentation made by the relevant Competition Authority; c. in their capacity as Sellers co-operate with and ...
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Responsibility for Satisfaction of Conditions. 3.2.1 The Company shall use its best endeavours to secure satisfaction of the Conditions set out in Clauses 3.1.1 to 3.1.3 and 3.
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Responsibility for Satisfaction of Conditions. 6.3.1 Party A may choose to reserve its right for financial, legal and operational due diligence on the Company. Within 2 years after the Closing Outside Date, if Party A so chooses, the Company shall use its best efforts to assist Party A’s financial, legal and operational due diligence on the Company. 6.3.2 The Company shall use its best efforts to meet each Condition set forth in Sections 6.1 and 6.2 before December 10, 2007. If, despite such best efforts, any of the Conditions is not met by such date, then the Company shall use its best efforts to meet these Conditions as soon as possible, but in no event later than the relevant Outside Date. 6.3.3 If, at any time, any Parties become aware of fact or circumstance that may prevent a Condition from being satisfied, it shall immediately inform the other parties.
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Related to Responsibility for Satisfaction of Conditions

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • 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.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Frustration of Conditions Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

  • Satisfaction of Closing Conditions (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

  • MAINTENANCE OF CONDITIONS Conditions of employment in effect at the execution of this Agreement shall, except as improved herein, be maintained during the term of this Agreement.

  • Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.

  • Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

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