Common use of Reasonable endeavours Clause in Contracts

Reasonable endeavours. Except as otherwise expressly provided in this agreement, any provision of this agreement which requires a party to take all reasonable endeavours (or similar language) imposes an obligation on that party to take all steps commercially reasonably necessary having regard to such party’s circumstances at the time but does not impose any obligation to: (a) commence any legal action or proceeding against any person; (b) procure absolutely that that thing is done or happens; (c) incur a material expense, except where that provision expressly specifies otherwise; or (d) provide any undertakings or accept any conditions required by any third party if those undertakings or conditions, in the reasonable opinion of the party required to give such undertakings or satisfy such conditions, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the arrangements the subject of this agreement.

Appears in 4 contracts

Sources: Shareholder Agreement (Coca-Cola Enterprises, Inc.), Shareholders Agreement, Shareholders Agreement (Coca-Cola Enterprises, Inc.)

Reasonable endeavours. Except as otherwise expressly provided in this agreementAgreement, any provision of this agreement Agreement which requires a party to take use reasonable endeavours or all reasonable endeavours (endeavours, or similar language) imposes an obligation on that party to take all steps commercially reasonably necessary having regard necessary, to such party’s circumstances at the time but procure that something is performed or occurs, does not impose any obligation to: (a) commence any legal claim, demand, cause of action or proceeding against any person; (b) procure absolutely that that thing is done or happens; (c) incur a material expense, except where that provision expressly specifies otherwise; or (d) provide accept any undertakings or accept any conditions required by any third party if those undertakings or conditions, in the reasonable opinion of the party required to give such undertakings or satisfy such conditions, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the arrangements transaction that is the subject of this agreementAgreement.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Crown Castle International Corp)

Reasonable endeavours. Except as otherwise expressly provided in this agreement, any provision of this agreement which requires a party to take use reasonable endeavours or all reasonable endeavours (endeavours, or similar language) imposes an obligation on that party to take all steps commercially reasonably necessary having regard necessary, to such party’s circumstances at the time but procure that something is performed or occurs does not impose any obligation to: (a) commence any legal action or proceeding against any person; (b) procure absolutely that that thing is done or happens; (c) incur a material expense, except where that provision expressly specifies otherwise; or (d) provide accept any undertakings or accept conditions, or waive any conditions fees, required by any third party if those undertakings or conditions, or waivers in the reasonable opinion of the party required to give such undertakings or satisfy such conditionsconditions or waive such fees, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the arrangements the subject of this agreement.

Appears in 1 contract

Sources: Shareholders' Agreement (Federated Investors Inc /Pa/)

Reasonable endeavours. Except as otherwise expressly provided in this agreement, any provision of this agreement which requires a party to take all reasonable endeavours (or similar language) imposes an obligation on that party to take all steps commercially reasonably necessary having regard to such party’s circumstances at the time but does not impose any obligation to: (a) commence any legal action or proceeding against any person; (b) procure absolutely that that thing is done or happens; (c) incur a material expense, except where that provision expressly specifies otherwise[; or (d) provide any undertakings or accept any conditions required by any third party if those undertakings or conditions, in the reasonable opinion of the party required to give such undertakings or satisfy such conditions, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the arrangements the subject of this agreement].

Appears in 1 contract

Sources: Shareholders' Agreement (Coca-Cola Enterprises, Inc.)