Actions of Buyer. Buyer will not knowingly take any action which would result in a breach of any of its representations and warranties hereunder. Furthermore, Buyer shall cooperate with Seller and use its reasonable best efforts to cause all of the conditions to the obligations of Buyer and Seller under this Agreement to be satisfied on or prior to the Closing Date.
Actions of Buyer. Between the date of the Agreement and the Effective Date, the Buyer will not take, or knowingly permit to be taken, any action which might reasonably be expected to adversely impact the day-to-day operations of the business of the Company.
Actions of Buyer. Buyer shall use all commercially reasonable efforts not to take any action that would result in a breach of any of its representations and warranties hereunder.
Actions of Buyer. Buyer acknowledges and agrees that neither Buyer ---------------- nor Xxxxx Subsidiary will, prior to the successful completion of the initial public offering as contemplated in Section 5.19 hereof, allow a change of control of Buyer or will initiate any public offering of securities by Buyer other than the Private Placement Memorandum previously initiated by Buyer and part of the transactions contemplated under this Agreement. For purposes of this provision, change of control shall mean a change in excess of 51% of the Class A Membership Units in Buyer.
Actions of Buyer. Buyer shall not (a) take or agree to take any action that would make any representation or warranty of Buyer materially inaccurate at, or as of any time prior to, the Closing Date, or (b) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time.
Actions of Buyer. Any actions required or capable of being taken by Buyer with respect hereto may only be taken by action of, or upon the authorization of, the Special Committee of the Board of Directors of Buyer created by the resolution of the Board of Directors of Buyer dated July 2, 2001.
Actions of Buyer. 40 3.2.2 Press Releases ................................................... 40 3.2.3 Updates .......................................................... 40 3.2.4 Non-Solicitation ................................................. 40 3.2.5 Switch Sharing Agreement ......................................... 41 3.3
Actions of Buyer. Buyer shall use its best efforts to cause all of the conditions to the obligations of the Seller under Section 10.2 of this Agreement to be satisfied on or prior to the Closing.
Actions of Buyer. After Closing, Buyer shall use its best efforts and Buyer shall cause the Company to use its best efforts after the Closing to conduct the Business in such a manner that at the Stock Put Closing, the representations and warranties of Buyer and Company contained in Schedule 7.6 shall be true and correct when given at the Stock Put Closing. Buyer and Company will promptly notify Seller in writing of any event or fact which is likely to cause a material breach of its representations, warranties, covenants and agreements when such representations and warranties are given at the Stock Put Closing. The Buyer and Company shall promptly advise Seller in writing of the occurrence or development (exclusive of general economic factors affecting business in general) of a nature that is or may be materially adverse to the business, operations, properties, assets, prospects or conditions (financial or otherwise) of the Company.
Actions of Buyer. Buyer will not knowingly take any action that would result in a breach of any of its representations and warranties hereunder and Buyer will use reasonable efforts to ensure that on the Closing Date the representations and warranties of Seller contained in this Agreement will be true, except as specifically contemplated by this Article IV, as though such representations and warranties were made on and as of such date. Furthermore, Buyer will cooperate with Seller and use reasonable efforts to cause all of the conditions to the obligations of Buyer and Seller under this Agreement to be satisfied as soon as possible on or before the Closing Date.
