Performance of Undertakings. The Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions required by this {B0315700.2} -6- Agreement or any Other Transaction Document to be performed or complied with by it on or before the Closing Date.
Performance of Undertakings. Buyer shall have performed and complied in all material respects with each and every undertaking, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to the Initial or Second Closing Date (as the case may be).
Performance of Undertakings. Each of the acts and undertakings to be performed by Sellers on or before the Closing Date pursuant to this Agreement shall have been duly performed.
Performance of Undertakings. ThedaCare shall perform faithfully at all times any and all covenants, undertakings, stipulations and provisions applicable to it contained in this Agreement and in any and every document executed, authenticated and delivered hereunder. ThedaCare shall use commercially reasonable efforts to consummate the transactions contemplated by this Agreement and shall not take any other action inconsistent with the obligations hereunder or which will substantially hinder or substantially delay the consummation of the transactions contemplated or required hereby.
Performance of Undertakings. Froedtert shall perform faithfully at all times any and all covenants, undertakings, stipulations and provisions applicable to it contained in this Agreement and in any and every document executed, authenticated and delivered hereunder. Froedtert shall use commercially reasonable efforts to consummate the transactions contemplated by this Agreement and shall not take any other action inconsistent with the obligations hereunder or which will substantially hinder or substantially delay the consummation of the transactions contemplated or required hereby.
Performance of Undertakings under the Purchased Receivables. The Seller shall at all times observe and perform, or cause to be observed and performed, all obligations and undertakings to the Approved Payors arising in connection with each Purchased Receivable or the related Provider Agreement and will not take any action or cause or permit any action to be taken to impair the rights of PFR in its interest in the Purchased Receivables. With respect to Purchased Receivables from a governmental Approved Payor, the Seller agrees to receive all payments from such governmental Approved Payor in trust for PFR. To the extent not prohibited by applicable law or by the applicable Provider Agreement, the Seller agrees to direct such governmental Approved Payor to make payment on all of its Purchased Receivables to the Seller to a lock box or a limited purpose demand deposit account at a financial institution designated by PFR, which may be the same lock box or limited purpose demand deposit account used for other pharmacies. The Seller's interest in any payments received in the lock box or limited purpose demand deposit account are limited solely to those related to Seller's Purchased Receivables. The Seller further agrees to direct such financial institution (a) to transfer the funds in the lock box or limited purpose demand deposit account on a daily basis to an account designated by PFR and (b) to notify PFR of any change in such direction. In the event that the Seller wishes to revoke or modify such direction, it shall give PFR and such financial institution forty eight (48) hours prior written notice of such desire. To the extent that any governmental Approved Payor is unwilling to make payment to the Seller as directed by the Seller, the Seller shall promptly remit any payments, remittance advices and related documents received on account of such governmental Approved Payor's Purchased Receivables to PFR. If the Seller fails to remit payment promptly, such Purchased Receivables shall become Adjusted Receivables, and PFR shall have the rights with respect to such Adjusted Receivables as are specified in Sections 1.1(b) and the Seller acknowledges that such payments, remittance advices and related documents are being received by Seller in trust for PFR and as its agent. If Seller fails to turn over all such payments to PFR promptly, PFR shall have the right to set off the amount of such payments against any other payments PFR owes to Seller or to any other pharmacy under common ownership or...
Performance of Undertakings. The Shareholders and the Company shall have 16 16 performed and complied with all agreements, obligations and conditions required by this Agreement to be performed or complied with by the Shareholders, and the Company on or prior to the Closing. No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby, or wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) affect adversely the right of the Purchaser to own the Shares and to control the Company or (d) affect adversely the right of the Company to own the Assets and to operate its businesses.
Performance of Undertakings the Purchaser shall have performed and complied with all agreements, obligations and conditions required by this agreement to be performed or complied with by the purchaser on or prior to the Closing. no suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby, or wherein an unfavorable injunction, judgment, order, decree, ruling, 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.
Performance of Undertakings. Under the Transferred Receivables. The Servicer will at all times observe and perform, or cause to be observed and performed, all material obligations and undertakings to the Obligors arising in connection with each Transferred Receivable or related Credit Agreement and will not take any action or cause any action to be taken to materially impair the rights of the Administrative Agent, any Funding Agent or any Owner.
Performance of Undertakings. Subject to fulfillment of the conditions precedent set forth in Article 12, Article 13 or Article 14 with respect to the relevant Party, the standard that will apply to the Parties’ performance of all covenants and undertakings contained in this Agreement and in any and every document executed and delivered hereunder is a commercially reasonable standard, unless expressly designated as otherwise.
