Certain Efforts Clause Samples
The 'Certain Efforts' clause defines the level of diligence or action a party is required to use in fulfilling specific obligations under a contract. Typically, it sets a standard such as "reasonable efforts," "best efforts," or "commercially reasonable efforts," which guides how much effort a party must exert to achieve a contractual goal. For example, a party may be required to use commercially reasonable efforts to obtain regulatory approval or to deliver goods by a certain date. This clause clarifies expectations and helps prevent disputes by specifying the degree of effort required, thereby allocating risk and ensuring both parties understand their responsibilities.
Certain Efforts. (a) Parent, the Purchaser and the Company agree to treat, for all U.S. federal income tax purposes the Merger, the acquisition and issuance of the Shares and the Asset Transfers as an “exchange” within the meaning of Section 351 of the Code. None of Parent, the Purchaser, the Company or the Company’s Subsidiaries shall take any action reasonably likely to cause the exchanges not to so qualify, including taking any position inconsistent with the treatment set forth in this Section 8.15(a) on any Tax Return, in connection with any audit or other Tax proceeding or otherwise, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).
(b) Parent, the Purchaser and the Company shall each use its reasonable best efforts to obtain the opinions referred to in Section 10.2(g) and Section 10.3(e), including by executing letters of representation that are customary for the transactions contemplated by this Agreement and that are in form and substance acceptable to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇ Day, respectively.
Certain Efforts. If, following the date of this Agreement but prior to the initial Issuance, the PBOC has (a) published final written guidelines for foreign equity investment in or ownership of online payment businesses operating in the PRC and those guidelines take effect, or (b) in any published writing after the date hereof approved or given notice of no objection expressly as to a foreign investment in an internet company with an online payment business reasonably similar in scope and scale to the payment business conducted by Alipay and which has been granted a payment license by the PBOC then the Purchaser shall, and shall cause Alipay to, exercise its reasonable best efforts to obtain the Issuance Approvals as promptly as reasonably practicable, and shall keep the Seller reasonably apprised of such efforts.
Certain Efforts. If, following the date of this Agreement but prior to the initial Issuance, applicable Law permits foreign equity investment in the JD Finance Business, then JD Finance shall exercise reasonable best efforts to obtain the Issuance Approvals as promptly as reasonably practicable, and shall keep JD Group reasonably apprised of such efforts.
Certain Efforts. Each of the parties hereto shall use his, her or its reasonable efforts to perform such party's obligations hereunder and to take, or cause to be taken, or do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all regulatory approvals and to cause the transactions contemplated hereby to be completed in accordance with the terms hereof and shall cooperate fully with each other party and their respective Representatives in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation:
(a) Promptly upon execution and delivery of this Agreement, each of the Purchaser and the Company shall prepare and file as promptly as possible, or cause to be prepared and filed, with the appropriate Governmental Entity, a notification with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, supply all information requested by such Governmental Entity in connection with the HSR Act notification and cooperate with each other in responding to any such request. Each of the parties shall cooperate with each other in promptly filing any other necessary applications, reports or other documents with any Governmental Entity having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Entity.
(b) Each party shall give prompt written notice to the others of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of such party contained in this Agreement or any other agreement or document contemplated hereby to be materially untrue or inaccurate at any time from the date hereof until the Closing or that will or may result in the failure to satisfy any of the conditions specified in Articles VII and VIII and (ii) any failure of any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. No such notification shall limit or otherwise affect the terms of this Agreement or the Schedules delivered by the parties pursuant to this Agreement on the date hereof.
Certain Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, and except as expressly provided in this Section 6.04 and in Section 6.05, each of Seller and Purchaser shall use commercially reasonable efforts to perform its obligations under this Agreement and shall use 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 cause the Closing to occur, in the most expeditious manner practicable, including (i) obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from Governmental Entities and promptly making all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and taking all steps as may be necessary (subject to the requirements and limitations set forth in this Section 6.04 and in Section 6.05) to obtain an approval or waiver from, or to avoid an Action by, any Governmental Entity and (ii) providing any notices and obtaining all necessary or advisable consents, approvals or waivers from third parties.
(b) Subject to the requirements and limitations set forth in this Section 6.04 and Section 6.05, Purchaser and Seller shall use commercially reasonable efforts to have any restraint or prohibition of the type described in Section 7.01(b) terminated as promptly as practicable.
(c) Without limiting Section 6.04(a), Seller shall use commercially reasonable efforts to assist Purchaser in obtaining, or causing to be obtained, an additional Permit for Purchaser with respect to each Permit currently used by Seller or another member of the Seller Group in connection with the Business that is not a Transferred Permit pursuant to Section 1.02(a)(vi).
(d) Without limiting any of its other obligations hereunder and notwithstanding anything to the contrary contained in this Agreement, including Section 6.04(a), Purchaser shall make commercially reasonable efforts to obtain all approvals of Antitrust Authorities, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Review Law, in each case so as to enable the Transactions to occur no later than the Termination Date. For purposes of this Section 6.04(d), “commercially reasonable efforts” shall mean (i) working expeditiously with any Antitrust Authority with respect to the Transactions with a view toward resolving any competition issues or concerns, (ii) commencing, participating in o...
Certain Efforts. With respect to each of HSN PubCo, Interval PubCo and TM PubCo, in the event the Spinoff of such Spinco is effected in the form of a Single-Tier Spinoff on or prior to the End Date, IAC shall use commercially reasonable efforts, subject in each case to the availability of debt financing on terms reasonably satisfactory to IAC under then current market conditions, to cause the respective debt levels of such Spincos immediately following the Spinoff to be a minimum of $400 million, $280 million and $580 million.
Certain Efforts. During the Pre-Closing Period, (a) each party hereto shall use its commercially reasonable efforts to cause the exchanges that occur pursuant to the Merger, taken together, to qualify as exchanges described in Section 351 of the Code, and not take any action reasonably likely to cause the exchanges not to so qualify; and (b) each of the Company, on the one hand, and HoldCo and Parent, on the other hand, shall use its reasonable best efforts to obtain the opinion referred to in Section 7.11, including by executing letters of representation that are customary for the transactions contemplated by this Agreement and that are in form and substance acceptable to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (or if applicable, the Alternate Tax Counsel).