Actions to Satisfy Closing Conditions and Covenants Sample Clauses

Actions to Satisfy Closing Conditions and Covenants. Each Party shall use reasonable commercial efforts in taking all such actions as are within its power to control and causing other actions to be taken which are not within its power to control, so as to ensure compliance with each of the conditions and covenants in Article 7, Article 8 and Article 9, which are for the benefit of the other Party.
View SourceView Similar (3)
Actions to Satisfy Closing Conditions and Covenants. (a) Unless otherwise specified in this Agreement including without limitation Section 8.7(b), each Party shall use its reasonable best efforts in taking all such actions as are within its power to control and causing other actions to be taken which are not within its power to control (including, (i) in respect of the Purchaser, to cause any affiliated Persons to take such actions and (ii) in respect of the Parent and each Vendor, to cause any affiliated Persons, including MIC and the Insurance Companies, to take such actions) so as to ensure compliance with each of the conditions and covenants in Article 7 and this Article 8 which are for the benefit of the other Parties. (b) Within ten Business Days of the execution of this Agreement or such other date as the Parties may agree, the Purchaser shall submit to the Commissioner a request for an advance ruling certificate pursuant to section 102 of the Competition Act, or in the alternative a ‘no-action’ letter, in respect of the transactions contemplated by this Agreement. Unless the Parties mutually agree not to take such action, within fifteen Business Days of the execution of this Agreement or such other date as the Parties may agree, the Purchaser shall, and the Parent shall use its commercially reasonable efforts to cause MIC to, each make a premerger notification filing in respect of the transactions contemplated by this Agreement with the Commissioner in accordance with Part IX of the Competition Act. The Purchaser and the Parent shall, and the Parent shall use its reasonable best efforts to cause MIC to, provide to the Commissioner at the earliest practicable date all additional information, documents or other materials that may be requested by the Commissioner in connection with his review of the transactions contemplated by this Agreement.
View Source
Actions to Satisfy Closing Conditions and Covenants 
View SourceView Similar (3)

Related to Actions to Satisfy Closing Conditions and Covenants

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.