Efforts to Close. Each party will use commercially reasonable efforts to cause the conditions to Buyer’s and Sellers’ respective obligations to consummate the transactions contemplated by this Agreement to be satisfied including the preparation, execution and delivery of all agreements and instruments contemplated hereunder to be executed and delivered by such party in connection with or prior to the Closing.
Efforts to Close. Sellers shall use commercially reasonable efforts to satisfy all of the conditions precedent set forth in Section 7 to the extent that Sellers’ action or inaction can control or influence the satisfaction of such conditions, so that the Closing will occur on or before February 1, 2019.
Efforts to Close. Subject to the terms and conditions herein, each of the Parties shall use commercially reasonable efforts to consummate and make effective the transactions contemplated hereby, and each of the Parties shall use commercially reasonable efforts to jointly CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consult and cooperate with the other Parties to consummate and make effective the transactions contemplated hereby, as soon as reasonably practicable, including the satisfaction of all conditions thereto set forth herein; provided, however, that this shall in no way impair the Parties’ respective termination rights under Section 13.01. The Sellers and Purchaser shall jointly consult and cooperate prior to all appearances, presentations, briefs and proposals made or submitted by or on behalf of either Seller or Purchaser before any regulatory authority in connection with the approval of this Agreement and the transactions contemplated hereby and the Sellers and Purchaser will consult and fully cooperate with each other, and consider in good faith the views of the other, in connection with any such appearance, presentation, brief or proposal; provided, that nothing will prevent a Party from responding to a subpoena or other legal process as required by law or submitting factual information in response to a request therefor. The Sellers and Purchaser will provide the other with copies of all written communications from Governmental Authorities relating to the approval or disapproval of this Agreement and the transactions contemplated hereby, including any Seller Regulatory Approval or Purchaser Regulatory Approval, as applicable. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to obtain the estoppel certificates attached as Exhibit 8.02(a). For the avoidance of doubt, in no event shall such cooperation require either Seller to make any payment to the signatories of such estoppel certificates.
Efforts to Close. After the Effective Date and prior to Closing:
Efforts to Close. From the date hereof through the Closing Date, Seller and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and shall do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby (including, without limitation, using commercially reasonable efforts to satisfy Buyer’s conditions to Closing), and shall cooperate with Parent and Buyer in connection with the foregoing.
Efforts to Close. Buyer shall use its reasonable commercial efforts to satisfy all of the conditions precedent set forth in Section 8 to the extent that Xxxxx's action or inaction can control or influence the satisfaction of such conditions, so that the Closing will occur as promptly as practicable.
Efforts to Close. Except as otherwise set forth in Section 5.4, subject to the terms and conditions set forth herein, and to applicable Law, each Party agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary, and assist and cooperate with the other Party in doing, all things necessary, proper or advisable, to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including the satisfaction of the conditions set forth in Article VI. Without limiting the generality of the foregoing, prior to the Closing, each Party shall use commercially reasonable efforts to obtain any third-party or governmental consent, waiver or approval required in connection with the consummation of the transactions contemplated hereby, and for a period of six (6) months after the Closing Date, Seller shall reasonably cooperate with Purchaser’s efforts to obtain any such consent, waiver or approval; provided, however, that (a) Seller shall be solely responsible for any amounts required to be paid under the express terms of any applicable Contract in order to obtain any such consent, waiver or approval and (b) each of Seller and Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain any such consent, waiver or approval; and, provided, further, that Seller shall not enter into any Contract, amend or terminate any Contract, make any payment or grant any concession (or permit any Conveyed Company to make take any of the foregoing actions), in each case for the purpose of obtaining any consent, waiver or approval without the prior written consent of Purchaser. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever to Purchaser arising out of or relating to the failure to obtain any such consent, waiver or approval, and no representation, warranty or covenant of Seller herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure; provided, that the foregoing shall not relieve Seller of any Liability under this Agreement for any failure by Seller to comply with the terms of this Section 5.3.
Efforts to Close. Subject to the terms and conditions of the applicable Transaction Agreement, each of the parties agrees to use all 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 to consummate and make effective in accordance with the terms of the Transaction Agreements the transactions contemplated by the Transaction Agreements, including executing such documents, instruments or conveyances of any kind that may be reasonably necessary or advisable on the terms set forth herein to carry out any of the transactions contemplated by the Transaction Agreements; provided, however, that such additional documents, instruments and conveyances shall not (w) provide for additional representations or warranties, (x) impose additional obligations or liabilities on any party, (y) delay the consummation of the transactions contemplated by this Agreement or (z) be inconsistent with the express terms of any Transaction Agreement.
Efforts to Close. Between the date of this Agreement and the Closing Date, Buyer will use commercially reasonable best efforts to cause the conditions in Section 9 to be satisfied and to cause the Closing Date to occur on or before July 8, 2004.
Efforts to Close. Subject to the terms and conditions herein provided, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions contemplated hereby and to cause the fulfillment of the parties’ obligations hereunder.
