Closing Best Efforts. Michxxx xxx Acquisition shall (i) act in good faith and use their respective best efforts to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement as soon as is reasonably practicable including, without limitation, (A) the execution and/or delivery of the Acquisition Agreements, the Shareholder Agreement, the Employment and Non-Compete Agreements, the Settlement Agreement, and the Related Party Leases, and (B) obtain, make and file all governmental reviews, applications, consents, notices and other documents required to have been obtained, made and filed in connection with this Agreement and the transactions contemplated herein by Michxxx xxx Acquisition and cooperate with Papetti's Hygrade and the Acquired Entities with regard to their required governmental reviews, applications, consents, notices and other such documents in connection with this Agreement and the transactions contemplated herein, and (ii) not take any action (except as required by law) that would materially impede or delay the transactions contemplated hereunder or the ability of the Acquired Entities to perform their covenants and agreements provided herein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Michael Foods Inc), Agreement and Plan of Reorganization (Michael Foods Inc)
Closing Best Efforts. Michxxx xxx Acquisition Papetti's Hygrade and the Acquired Entities shall (i) act in good faith and use their respective best efforts to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement as soon as is reasonably practicable including, without limitation, (A) the execution and/or delivery of the Acquisition Agreements, the Shareholder Agreement, the Employment and Non-Compete Agreements, the Settlement Agreement, and the Related Party Leases, as applicable, and (B) obtain, make and file all governmental reviews, applications, consents, notices and other documents required to have been obtained, made and filed in connection with this Agreement and the transactions contemplated herein by Michxxx xxx Acquisition and cooperate with Papetti's Hygrade and the Acquired Entities and cooperate with Michxxx xxxh regard to their its required governmental reviews, applications, consents, notices and other such documents in connection with this Agreement and the transactions contemplated herein, herein and (ii) not take any action (except as required by law) that would materially impede or delay the transactions contemplated hereunder or the ability of the Acquired Entities Michxxx xx Acquisition to perform their covenants and agreements provided herein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Michael Foods Inc), Agreement and Plan of Reorganization (Michael Foods Inc)