Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Pp&l Inc), Asset Purchase Agreement (Interscience Computer Corp /Ca/), 1 Asset Purchase Agreement (Interscience Computer Corp /Ca/)
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement of the Seller Documents that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the 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. Seller Sellers will execute and deliver at the Closing each Operative Agreement document and other papers that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 3 contracts
Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp), Non Compete Agreement (Viewpoint Corp)
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (MFC Development Corp)
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller it is required hereby to execute be executed and deliver delivered as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc), Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Fulfillment of Conditions. Seller Sellers will execute and deliver at the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement (including without limitation, the conditions set forth in Section 6.05 and 6.08) and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
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Fulfillment of Conditions. Seller Sellers will execute and deliver at the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement such Transaction Documents that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company or the Company Subsidiaries to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wellpoint Health Networks Inc /De/)
Fulfillment of Conditions. Each Seller will execute and deliver at the Closing each Operative Agreement that such Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit any of the Companies to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
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Fulfillment of Conditions. Seller Sellers will execute and deliver at ------------------------- the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Steinway Musical Instruments Inc)
Fulfillment of Conditions. Seller (a) Sellers will execute and deliver at the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser Purchasers contained in this Agreement and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
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Fulfillment of Conditions. Seller Sellers will execute and deliver at the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such conditionAgreement.
Appears in 1 contract
Fulfillment of Conditions. Buyer and Seller will execute and deliver at the Closing each Operative Agreement that Seller each is hereby required hereby to execute and deliver as a condition to the Closing, 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 Purchaser the other Party contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Each Seller will execute and deliver at the Closing each Operative Related Agreement that each Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. (a) Seller will execute and deliver at Closing each of the Closing each Operative Agreement Documentation that Seller it is required hereby to execute be executed and deliver delivered as a condition to the Closing, 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 Purchaser Buyer contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Ancillary Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser Buyer contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
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Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement Transaction Document that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit the Company or any Subsidiary to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement Transaction Document that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser Buyer contained in this Agreement and will not, and will not permit the Company to take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nbty Inc)
Fulfillment of Conditions. Each Seller will execute and deliver at the Closing each Operative Agreement that such Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.. 4.05
Appears in 1 contract
Samples: Asset Purchase Agreement (Gaiam Inc)
Fulfillment of Conditions. Each Seller will execute and deliver at the Closing each Operative Agreement that such Seller is required hereby to execute and deliver as a condition to the ClosingClosing (including without limitation the agreements referred to in Section 1.04(b)), 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 Purchaser and Parent contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Graham Field Health Products Inc)
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such conditionAgreement.
Appears in 1 contract
Fulfillment of Conditions. Seller will execute and deliver at the Closing each Operative Agreement Document that Seller is required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. Seller Sellers will execute and deliver at the Closing each Operative Agreement that Seller is Sellers are required hereby to execute and deliver as a condition to the Closing, 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 Purchaser contained in this Agreement and will not, and will not permit either Company to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Key Components Finance Corp)