Fulfillment of Conditions. The Seller will Seller 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: Share Purchase Agreement (Se Global Equities Corp), Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Sun New Media Inc.)
Fulfillment of Conditions. The Seller will Seller shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will notAgreement. Without the written consent of Purchaser, and will Seller shall not permit the Company to, take (or fail to take), and shall not permit any of its Affiliates to take (or fail to take), any action that could is intended or is reasonably be expected likely to result in any of the nonfulfillment conditions to consummation of any such conditionthe transactions contemplated by this Agreement not being satisfied.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Energea Portfolio 4 USA LLC), Membership Interest Purchase Agreement (Energea Portfolio 4 USA LLC)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser Seller contained in this Agreement and will (b) shall not, and will shall not permit the Company Company, any Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such conditioncondition or materially delay or impair the approval of any Governmental Authority.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleco Power LLC), Purchase and Sale Agreement (NRG Energy, Inc.)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit HoldCo, the Company Subsidiaries or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (NRG Yield, Inc.), Purchase and Sale Agreement (NRG Yield, Inc.)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit the Company HoldCo, Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (NRG Yield, Inc.)
Fulfillment of Conditions. The Seller Sellers will Seller 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 Purchaser Purchasers 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 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. The Seller will Seller (and shall cause its Affiliates, as necessary, to) 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 Purchaser and Seller 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 2 contracts
Samples: Purchase and Sale Agreement (Otter Tail Corp), Purchase and Sale Agreement (Otter Tail Corp)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit HoldCo, the Company Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (NRG Yield, Inc.)
Fulfillment of Conditions. The Seller will Seller 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 (Valley of the Rio Doce Co)
Fulfillment of Conditions. The Seller will Seller take 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 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
Samples: Asset Purchase Agreement (Dimon Inc)
Fulfillment of Conditions. The Seller will Seller 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 (except as otherwise required by 13 applicable Law) will not permit the Company to, 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
Samples: Stock Purchase Agreement (International Rectifier Corp /De/)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit the Company HoldCo, any Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non- fulfillment of any such condition.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Fulfillment of Conditions. The Seller will Seller 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. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit Holdco, the Project Company or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. The Seller Sellers will Seller 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 either 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. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit HoldCo, the Company Subsidiaries or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non- fulfillment of any such condition.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Fulfillment of Conditions. The Seller will Seller 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 KAC or SLC 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 (Baldwin Piano & Organ Co /De/)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit Holdco, the Company Subsidiaries or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clearway Energy, Inc.)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit the Company HoldCo, any Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
Fulfillment of Conditions. The Seller will Seller 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 commercially reasonable action that could would reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Kgen Power Corp)
Fulfillment of Conditions. The Seller will Seller 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 (Prosoft I Net Solutions Inc)
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit HoldCo, the Company Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non- fulfillment of any such condition.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Fulfillment of Conditions. The Seller will Seller (a) shall take all commercially reasonable steps necessary or desirable desirable, and proceed diligently and in good faith to satisfy each other condition to the obligations of Purchaser contained in this Agreement and will (b) shall not, and will shall not permit the Company Company, any Subsidiary or any of its other Affiliates to, take or fail to take any action that could would reasonably be expected to result in the nonfulfillment non-fulfillment of any such condition.
Appears in 1 contract
