Best Efforts and Cooperation Clause Samples

Best Efforts and Cooperation. The Company and Purchaser each shall use (and shall cause its subsidiaries to use) its best efforts to cause the conditions set forth in Article VIII to be satisfied and to consummate the Merger and the other transactions contemplated by this Agreement.

Best Efforts and Cooperation. Prior to the First Closing Date, with the cooperation of Purchaser where appropriate, the Company and the Stockholder shall: 4.4.1. timely comply with all filing requirements imposed under any Legal Requirements applicable to the Company with respect to the Contemplated Transactions; 4.4.2. not take any action that would cause any representation or warranty contained herein to be inaccurate, untrue, incomplete, or misleading; 4.4.3. provide, for Purchaser’s review no less than five (5) days before the due date, all such Tax returns (including returns for short periods) and other documents relating to the period up to and including the First Closing Date, and file, if required, all such Tax returns or other documents, if any, that are required to be filed prior to the First Closing Date; and 4.4.4. furnish upon request such further information, and execute and deliver to Purchaser such other documents and to do such other acts and things, all as Purchaser may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions, including but not limited to an acknowledgement by the investors in the First Financing (and the Second Financing, at the time it occurs) that they have reviewed this Stock Purchase Agreement and are familiar with the provisions contained herein, and that they acknowledge the risks of investing in the Company.

Best Efforts and Cooperation. Plaintiffs, Class Members, the AFL- related Defendants, the AFL and all AFL Teams each hereby pledge their best efforts and cooperation (a) to secure Court Approval of this Agreement; (b) to defend the Agreement or Court Approval of the Agreement in any forum in which they may be challenged; and (c) to implement the provisions of the Agreement in a manner consistent with good faith and fair dealing.

Best Efforts and Cooperation. FURTHER ASSURANCES. Prior to the Closing Date, with the cooperation of THINK where appropriate, the Company shall: (i) timely comply with all filing requirements which federal, state or local law may impose on the Company with respect to the transactions contemplated by this Agreement; (ii) use its diligent efforts to take all actions necessary to be taken, make any filing and obtain any consent, authorization or approval of or exemption by any governmental authority, regulatory agency or any other third party (including, without limitation, any landlord or lessor of the Company and any party to whom notification is required to be delivered or from whom any form of consent is required) which is required to be filed or obtained by the Company in connection with the transactions contemplated by this Agreement; (iii) make full and timely payment of all fees and annuities and take all other action appropriate to maintain in full force and effect any and all patent, trademark and service ▇▇▇▇ registrations and applications for registration as set forth in Schedule 3.1(i) or otherwise owned or controlled by the Company.

Best Efforts and Cooperation. Each of the parties shall use his or its best efforts to consummate the transactions contemplated hereby and to cooperate with each other in any reasonable arrangement to achieve that end.

Best Efforts and Cooperation. (a) Each party will use those efforts that a prudent person desirous of achieving a result would use under similar circumstances to ensure that such result is achieved as expeditiously as possible in order to cause all conditions to the consummation of the transactions contemplated herein to be satisfied, and shall not take any action that would cause any of its representations and warranties in this Purchase and Sale Agreement not to be true and correct as of the Closing Date, including in connection with the assignment of title to all patent rights, trademark rights and copyrights in and to the Sellers' Intellectual Property. Each party agrees to execute and to deliver such instruments, in form and substance mutually agreeable to the parties, as another party may reasonably require in order to carry out the terms of this Purchase and Sale Agreement or the transactions contemplated herein. The parties acknowledge and agree that time shall be of the essence in Closing the transactions contemplated herein. (b) Each party agrees that it will and will cause its affiliates or subsidiaries to execute and deliver from time to time such additional instruments, documents, conveyances and assurances and take such other actions as may be necessary or otherwise reasonably requested by the other party to give effect to the rights and obligations provided for herein. (c) INSO shall cooperate, and shall cause its affiliates and subsidiaries to cooperate, with Buyers and its professional consultants in the conduct of the Post Closing Audit, and shall make its and their Books and Records, and its and their directors, officers, employees and independent certified public accountants, available to Buyers and its professional consultants in connection with the conduct of the Post Closing Audit.

Best Efforts and Cooperation. Each of Sellers and Purchaser shall use its best efforts to consummate the transactions contemplated hereby and to cooperate with each other in any reasonable arrangement to achieve that end.

Best Efforts and Cooperation. The Settling Parties acknowledge that it is their intent to consummate this Settlement Agreement. Accordingly, the Settling Parties agree to cooperate to the extent necessary to effectuate and implement all terms and conditions of the Settlement Agreement and exercise their best efforts to establish the foregoing terms and conditions of the Settlement Agreement. The Settling Parties further agree to cooperate in effecting notice to members of the Settlement Class and in securing the Court’s approval of the Settlement.

Best Efforts and Cooperation. Further Assurances. Prior to the ------------------------------------------------ Closing Date, with the cooperation of the Company and the Interestholders where appropriate, Xceed shall: (i) timely comply with all filing requirements which federal, state or local law may impose on Xceed with respect to the transactions contemplated by this Agreement; (ii) use its diligent efforts to take all actions necessary to be taken, make any filing and obtain any consent, authorization or approval of or exemption by any governmental authority, regulatory agency or any other third party which is required to be filed or obtained by Xceed in connection with the transactions contemplated by this Agreement; and (iii) not take any action that would cause any representation or warranty contained herein to be inaccurate, untrue, incomplete or misleading.