Use of Commercially Reasonable Efforts Clause Samples

The "Use of Commercially Reasonable Efforts" clause requires a party to take actions that a typical business in a similar situation would undertake to fulfill a contractual obligation. In practice, this means the obligated party must make a genuine, good-faith attempt to achieve a specified result, but is not required to go to extraordinary lengths or incur unreasonable costs. This clause serves to set a balanced standard of performance, ensuring that parties act diligently without being held to an absolute or overly burdensome requirement, thereby reducing disputes over what level of effort is expected.
Use of Commercially Reasonable Efforts. From and after the Closing Date, Cinemex shall, and Buyers shall cause the relevant Cinemex Companies to, use their commercially reasonable efforts to prevent the occurrence of any Disruption and/or the Santa Fe Event.
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Use of Commercially Reasonable Efforts. With effect from completion or termination of the Research Program under the Sponsored Research Agreement (“Commencement Date”) AMT shall use Commercially Reasonable Efforts to diligently Develop and Commercialize Licensed Products whether by itself or through its Sublicensee(s).
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Use of Commercially Reasonable Efforts. The Seller, the Buyer, the Management and the Plaintiffs shall cooperate with each other and use all their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things necessary, proper or advisable on their respective parts to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as soon as reasonably practicable. In exercising the foregoing right, each of the Seller, the Buyer, the Management and the Plaintiffs shall act reasonably and as promptly as reasonably practicable.
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Use of Commercially Reasonable Efforts. (a) Each party shall use its commercially reasonable efforts to satisfy, assist the other to satisfy, or procure satisfaction of (as applicable) each condition set forth in Schedule C, on or before the Outside Date. Each party shall promptly notify the other party when learning that any such condition is satisfied or that it cannot be satisfied. Each party shall promptly keep the other party reasonably informed of any developments relevant to the satisfaction, waiver or otherwise of any such condition. (b) M2 Cobalt shall use its commercially reasonable efforts to amend the Royalty Contracts, M2 Cobalt Option Plan, Consulting Agreements, and the Great Rift Agreement to give effect to the amendments thereof specified in the M2 Cobalt Disclosure Statement. (c) M2 Cobalt shall use its commercially reasonable efforts to transfer to and have registered in the name of Eurasian Capital-SMC Limited all right, title and interest in and to each of the mineral tenements set forth in the M2 Cobalt Disclosure Statement.
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Use of Commercially Reasonable Efforts. (a) The Buyer hereby waives the requirement that the Seller use commercially reasonable efforts prior to the Closing to perform and/or obtain the following: (i) the assignment of the assets, as required under part (a) of Section 5.2 (Company Intellectual Property and Other Assets Necessary to the Business of the Company or a Subsidiary but Owned, Licensed or Leased by the Seller) of the Purchase Agreement; (ii) the Consents required to be obtained by the Seller pursuant to part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement; and (iii) the assignment of the Seller's rights under certain agreements, as required by part (b) of Section 5.3 (Consents and Approvals) of the Purchase Agreement. (b) Notwithstanding the foregoing, (i) the Seller hereby assigns, transfers and delivers to the Company, all of its right title and interest in and to the assets set forth on Schedule 5.2(a) to the Purchase Agreement, free and clear of all Liens, with specific identification of such assets to be provided by the Seller to the Buyer, and agreed to by the Buyer, within 60 days following the Closing Date, (ii) following the Closing, the Seller shall (A) use commercially reasonable efforts to assist the Buyer and the Company in obtaining all necessary Consents pursuant to part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement (subject to the limitation on costs related to obtaining such Consents provided for under part (a) of Section 5.3 (Consents and Approvals) of the Purchase Agreement), and (B) within 60 days, assign to the Company all of the Seller's rights under those Assigned Contracts that relate to leases of personal property; provided that, to the extent the Seller is unable to assign such Assigned Contracts within such time period, the provisions of part (b) of Section 5.3 (Consents and Approvals) to the Purchase Agreement shall still apply.
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Use of Commercially Reasonable Efforts. Each party shall use its commercially reasonable efforts to satisfy, assist the other to satisfy, or procure satisfaction of (as applicable) each condition set forth in Schedule C, on or before the Outside Date. Each party shall promptly notify the other party when learning that any such condition is satisfied or that it cannot be satisfied. Each party shall promptly keep the other party reasonably informed of any developments relevant to the satisfaction, waiver or otherwise of any such condition.
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Use of Commercially Reasonable Efforts. (a) Each party shall use its commercially reasonable efforts to satisfy, assist the other to satisfy, or procure satisfaction of (as applicable) each condition set forth in Schedule C, on or before the Outside Date. Each party shall promptly notify the other party when learning that any such condition is satisfied or that it cannot be satisfied. Each party shall promptly keep the other party reasonably informed of any developments relevant to the satisfaction, waiver or otherwise of any such condition. (b) M2 Cobalt shall use its commercially reasonable efforts to amend the Royalty Contracts, M2 Cobalt Option Plan, Consulting Agreements, and the Great Rift Agreement to give effect to the amendments thereof specified in the M2 Cobalt Disclosure Statement. (c) M2 Cobalt shall use its commercially reasonable efforts to transfer to and have registered in the name of Eurasian Capital-SMC Limited all right, title and interest in and to each of the mineral tenements set forth in the M2 Cobalt Disclosure Statement.
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Related to Use of Commercially Reasonable Efforts

  • Commercially Reasonable Efforts Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

  • Commercially Reasonable Any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which in the exercise of due diligence, should have been known, at the time the decision was made, would have been expected in the industry to accomplish the desired result consistent with reliability, safety, expedition, project economics and applicable law and regulations.

  • Commercially Reasonable Efforts; Further Assurances (a) Subject to the terms and conditions of this Agreement, each party (other than the Shareholders’ Representative) shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable Authorities prior to the Effective Time, and (ii) avoid an Action or proceeding by any Authority, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto (other than the Shareholders’ Representative) shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 8.1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law. (c) Subject to applicable Law, each of the Company and Purchaser agrees to (i) cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

  • All Reasonable Efforts Subject to the terms and conditions of this Agreement and to the fiduciary duties and obligations of the boards of directors of the parties hereto to their respective shareholders, as advised by their counsel, each of the parties to this Agreement shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, legal or otherwise, as soon as reasonable practicable, to consummate the Merger and the other transactions contemplated by this Agreement.

  • Reasonable Efforts Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially 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, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, 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 or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use its commercially reasonable efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.