Buyer’s Actions. In furtherance of the foregoing, Buyer shall, and shall cause its Affiliates (including upon Closing, the Companies) to use reasonable best efforts to (i) resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement (but Buyer and the Companies shall not be required to agree to any undertaking or restriction that would take effect prior to, or not be conditioned upon, consummation of the Closing or that would bind Buyer or any of its Affiliates (including the Companies after the Closing in any material respect) and (ii) contest and resist any action or Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as a violation of any Law.
Buyer’s Actions. The Buyer shall not acquire or agree to acquire, nor permit any of its Affiliates to acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (a) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Acquisition or the expiration or termination of any applicable waiting period, (b) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Acquisition or (c) delay the consummation of the Acquisition.
Buyer’s Actions. From the date hereof until the earlier of the Closing or the termination of this Agreement, Buyer will not, and will not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) delay the consummation of the Transactions.
Buyer’s Actions. Buyer shall not take, nor permit the Directors to take, any action that would, or that could reasonably be expected to, result in (i) any of its representations and warranties set forth in this Agreement becoming untrue in any material respect, or (ii) any of the conditions to the purchase and sale of the Shares not being satisfied in any material respect; and Buyer shall cooperate with Seller in the removal of liability and obligations under bonds and guarantees as contemplated in Section 3(b)(vii) hereof, including replacement of guarantees with those of Buyer, subject to the provisions of Section 3(b)(vii). Buyer also agrees to provide such financial and other information of Buyer as is necessary to accomplish such replacement or substitution. If the removal of liabilities and obligations are unable to be obtained as of the Closing Date with respect to each of those bonds and guarantees described on Schedule 5B(a), or with respect to those bonds and guarantees described on Schedule 3(b)
Buyer’s Actions. From the date of this Agreement through the Closing:
(a) Buyer shall use its reasonable efforts to cause the conditions to the obligations of Buyer set forth in Article VI to be satisfied to the extent that the satisfaction of such conditions is within the control of Buyer; and (b) Buyer shall not take any action or omit to take any action within its reasonable control to the extent that such action or omission might result in a breach of any covenant or agreement of Buyer in this Agreement or in any representation or warranty made by Buyer in this Agreement being inaccurate or incorrect on and as of the Closing Date.
Buyer’s Actions. At the Closing, Buyer shall deliver to Sellers the following documents or proof, reasonably satisfactory to the Sellers, that the following actions have been taken or conditions exist:
(i) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency within the jurisdiction of any Governmental Authority wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(ii) The Major Sellers shall have received from Buyer, duly executed and delivered employment agreements in the form and substance attached hereto as Exhibit B for each Major Seller (excluding Mervxx Xxxxxxxxx).
Buyer’s Actions. The Seller shall not be liable in respect of a Warranty Claim to the extent that the matter giving rise to it results from:
Buyer’s Actions. On the date hereof, Buyer shall (i) deliver to Sellers the Purchase Price, in accordance with Section 3; (ii) deliver to Sellers copy of the relevant empowerment documents of Buyer as necessary to authorize the execution of this Agreement and the consummation of the transactions contemplated hereby; (iii) execute the respective terms of transfer of shares evidencing the acquisition of the SHP Shares; (iv) execute the respective terms of transfer of shares evidencing the acquisition of the DTP Shares; (v) execute the terms of transfer of shares, as provided by Banco Itaú, evidencing the acquisition of the Company Control Group Preferred Shares.
Buyer’s Actions. Subject to Seller's right to control the investigation and defense of any claim, suit, action or proceeding pursuant to SECTION 12.
Buyer’s Actions. At the closing, Buyer will deliver to the Shareholders:
(a) CASH. Cash of $2,000,000, pro rata, to the Shareholders by bank cashier's or certified check or by wire transfer to accounts specified by the Shareholders.
