Fulfillment of Conditions. Each party hereto will execute and deliver at the Closing each Transaction Document that it 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 the parties hereto contained in this Agreement and will not, and will not permit any of its Affiliates to, take or fail to take any action that could reasonably be expected to result in the nonfulfillment of any such condition.
Appears in 9 contracts
Sources: Exchange and Stock Issuance Agreement (Bionova Holding Corp), Exchange and Stock Issuance Agreement (Bionova Holding Corp), Exchange and Stock Issuance Agreement (Bionova Holding Corp)
Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Closing Document that it such Party is required hereby by this Agreement 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 the parties hereto Parties contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
Appears in 9 contracts
Sources: Purchase and Sale Agreement, Asset Purchase Agreement (Radiologix Inc), Purchase Agreement (Essex Corporation)
Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Document agreement, instrument or other document that it such Party is required hereby by this Agreement 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 the parties hereto Parties contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Worthington Industries Inc), Asset Purchase Agreement (Shaw Group Inc), Asset Purchase Agreement (Shaw Group Inc)
Fulfillment of Conditions. Each party hereto will execute and deliver at the Closing each Transaction Document Operative Agreement that it 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 its Closing obligations of the parties hereto contained in this Agreement and will notnot knowingly, and will not permit any of its Affiliates todirectly or indirectly, 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
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Sylvan Learning Systems Inc), Stock Purchase Agreement (Sylvan Learning Systems Inc)
Fulfillment of Conditions. Each party hereto will execute and deliver at the Closing each Transaction Document agreement, instrument or other document that it such party is required hereby by this Agreement 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 the parties hereto contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionparty.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Nucor Corp), Asset Purchase Agreement (Shaw Group Inc), Asset Purchase Agreement (Stone & Webster Inc)
Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Document agreement, instrument or other document that it such Party is required hereby by this Agreement 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 the parties hereto Parties contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Industrial Services of America Inc), Asset Purchase Agreement (Industrial Services of America Inc)
Fulfillment of Conditions. Each If all of the conditions to a party’s obligation to consummate the transactions contemplated by this agreement at the Closing are satisfied (or waived by that party hereto in its sole discretion), such party will execute and deliver at the Closing each Transaction Closing Document that it such party is required hereby by this agreement to execute and deliver as a condition to the at Closing, . Each party will take use all commercially reasonable steps necessary or desirable and proceed diligently and in good faith efforts to satisfy each other condition to the obligations of the other parties hereto contained in to consummate the transactions contemplated by this Agreement and will notagreement, and will not permit any of its Affiliates to, take or fail to take any action the extent that could reasonably be expected to result in the nonfulfillment satisfaction of any such conditioncondition is within the control of such party.
Appears in 1 contract
Sources: Asset Purchase Agreement (Vanguard Health Systems Inc)
Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Document agreement, instrument or other document that it such Party is required hereby by this Agreement 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 the parties hereto Guarantor, Buyer and each Seller contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
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Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Document closing document that it such Party is required hereby by this Agreement 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 the parties hereto Parties contained in this Agreement and will notAgreement, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
Appears in 1 contract
Fulfillment of Conditions. Each party hereto Party will execute and deliver at the Closing each Transaction Document Closing document that it such Party is required hereby by this Agreement 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 the parties hereto Parties contained in this Agreement and will notother than unreasonable requests by Vanguard's lenders, and will not permit any to the extent that satisfaction of its Affiliates to, take or fail to take any action that could reasonably be expected to result in such condition is within the nonfulfillment control of any such conditionParty.
Appears in 1 contract