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.
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Purchaser Efforts. 43 Section 6.3 Plan Support .......................................................................................... 43 Section 6.4
Sample 1

Related to Purchaser Efforts

  • Required Good Faith Efforts In accordance with 5 NYCRR § 142.8, Contractors must document their good faith efforts toward utilizing MWBEs on the Contract. Evidence of required good faith efforts shall include, but not be limited to, the following:

  • Closing Efforts Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”), to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Parties to consummate the Merger are satisfied.

  • No Directed Selling Efforts None of the Company, its affiliates nor any person acting on its behalf has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Common Stock and each of the Company, its affiliates and any person acting on its or their behalf has complied and will comply with the offering restrictions requirement of Regulation S.

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Good Faith Efforts Contractor shall, to the extent consistent with quality, price, risk and other lawful and relevant considerations, use its good faith efforts to achieve participation by minority, women, and disadvantaged business enterprise participation in Work and services contracted to Contractor under this Contract.

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller:

  • No Directed Selling Efforts or General Solicitation Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Reasonable Efforts (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, including under the HSR Act) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated by this Agreement or the Stockholder Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholder Agreement; provided, however, that none of Parent or any of its affiliates shall be required to agree to, or proffer to, (i) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their respective subsidiaries or affiliates conducts business or operations as of the date of this Agreement.

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