Fulfillment of Conditions. Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 16 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Clearway Energy, Inc.), Purchase and Sale Agreement (Cleco Power LLC)
Fulfillment of Conditions. Purchaser (a) shall Seller will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller Purchaser contained in this Agreement, Agreement and (bexcept as otherwise required by applicable Law) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 4 contracts
Samples: Stock Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (International Rectifier Corp /De/), Share Purchase Agreement (International Rectifier Corp /De/)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 3 contracts
Samples: Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Se Global Equities Corp)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 3 contracts
Samples: Purchase Agreement (Alliance Gaming Corp), Unit Purchase Agreement (Northwestern Corp), Stock Purchase Agreement (Baldwin Piano & Organ Co /De/)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps actions necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 3 contracts
Samples: Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (Bentley Pharmaceuticals Inc)
Fulfillment of Conditions. Purchaser (a) shall Purchasers will take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith faith, to satisfy each other condition to the obligations of Seller Sellers contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (DST Systems Inc), Agreement for Purchase and Sale of Partnership Interests (DST Systems Inc)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Tobacco Co Lp), Stock Purchase Agreement (National Tobacco Co Lp)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith and use all commercially reasonable efforts to satisfy each other condition to the obligations of Seller the Shareholders contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Market & Research Corp.), Stock Purchase Agreement (Market & Research Corp.)
Fulfillment of Conditions. Purchaser (a) shall will proceed diligently and in good faith and will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller and Purchaser contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Otter Tail Corp), Purchase and Sale Agreement (Otter Tail Corp)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Security National Financial Corp)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Sellers contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Kgen Power Corp)
Fulfillment of Conditions. The Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Selling Stockholders contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall Buyer will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Valley of the Rio Doce Co)
Fulfillment of Conditions. Purchaser (a) shall take will use all commercially reasonable steps necessary or desirable efforts and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Company contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dimon Inc)
Fulfillment of Conditions. Such Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Company contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall take all commercially ------------------------- reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition within its reasonable control to the obligations of Seller the parties hereto contained in this Agreement, and (b) shall not, herein and shall not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action or enter into any transaction (including any merger or acquisition) that would reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall Buyer will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment of failure to fulfill any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.. 6.03
Appears in 1 contract
Samples: Purchase and Sale Agreement
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Company contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Real Estate Investment Corp)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller Sellers contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Albany Companies Inc)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller Parent contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Recapitalization and Stock Purchase Agreement (E&s Holdings Corp)
Fulfillment of Conditions. Purchaser (a) shall take will use all commercially reasonable steps necessary or desirable efforts and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dimon Inc)
Fulfillment of Conditions. The Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Vendor contained in this Agreement, and (b) shall not, Agreement and shall not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment of any such condition.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Profound Medical Corp.)
Fulfillment of Conditions. Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith will use its Best Efforts to satisfy as promptly as practicable each other condition to the obligations of Seller contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith and use all commercially reasonable efforts to satisfy each other condition to the obligations of Seller the Shareholder contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cable & Co Worldwide Inc)
Fulfillment of Conditions. Purchaser (a) shall will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller the Company contained in this Agreement, Agreement and (b) shall not, and shall will not permit any of its Affiliates to, take or fail to take any action that would could reasonably be expected to result in the non-fulfillment nonfulfillment of any such condition.. ARTICLE VII
Appears in 1 contract
Samples: Agreement and Plan of Merger (Protein Design Labs Inc/De)
