Actions Before Closing Date Clause Samples
The "Actions Before Closing Date" clause outlines the obligations and conduct required of the parties in the period between signing an agreement and the official closing date. Typically, this clause requires the seller to operate the business in the ordinary course, maintain assets, and refrain from significant changes without the buyer’s consent. It may also obligate both parties to fulfill certain conditions, such as obtaining regulatory approvals or providing necessary documentation. The core function of this clause is to preserve the value and status of the subject matter of the transaction, ensuring that no material adverse changes occur before the deal is finalized.
Actions Before Closing Date. The Buyer shall not take any action which shall cause it to be in breach of any representations, warranties, covenants or agreements contained in this Agreement. The Buyer shall use its best efforts to perform and satisfy all conditions to Closing to be performed or satisfied by the Buyer under this Agreement as soon as possible, but in no event later than the Closing Date.
Actions Before Closing Date. Buyer shall use all commercially reasonable efforts to perform and satisfy all conditions to Sellers' obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Buyer under this Agreement.
Actions Before Closing Date. The Buyer shall, and shall cause each other member of the Buyer Group to, not take any action that causes it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that the conditions set forth in Section 12 hereof, as the case may be, would not be satisfied.
Actions Before Closing Date. The Med-Air Parties shall use commercially reasonable efforts to perform and satisfy all conditions to either Party’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by the Med-Air Parties under this Agreement.
Actions Before Closing Date. Section 8.2 Consents and Approvals.
Actions Before Closing Date. The Buyers shall not intentionally take any action to cause them to be in material breach of any of their representations, warranties, covenants or agreements contained in this Agreement. Upon the terms and subject to the conditions of this Agreement, the Buyers shall use reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable Law to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including by using reasonable best efforts to perform and satisfy all conditions to the Closing to be performed or satisfied by them under this Agreement as soon as possible, but in no event later than the Closing Date.
Actions Before Closing Date. Subject to the express provisions of this Agreement, Buyer shall use reasonable best efforts (a) to perform and satisfy all conditions to each of Buyer’s and Seller’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Buyer under this Agreement and (b) for the Closing to occur as promptly as practicable and Buyer shall not, and shall not permit any of its Affiliates to, intentionally take any action that is reasonably likely to prevent or delay the consummation of the transactions contemplated hereby. Without limiting or amending any covenant or agreement of Buyer under this Agreement or any Ancillary Agreement which is not qualified by “reasonable best efforts”, when a covenant or agreement requires that Buyer use its “reasonable best efforts”, such covenant or agreement shall not require Buyer or any of its Related Persons to expend any money to remedy any breach of any representation or warranty hereunder (other than the representations or warranties set forth in Section 5.5 and Section 5.6), to commence any litigation or arbitration proceeding, to offer or grant any accommodation (financial or otherwise) to any third party, to obtain any Consent required for the transactions contemplated hereby or to sell or agree to sell any of the Acquired Assets or any assets owned by Buyer or any of its Affiliates.
Actions Before Closing Date. Subject to the terms of this Agreement, Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in Article 12).
Actions Before Closing Date. The Purchaser shall not take any action which shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement.