Closing Cooperation Clause Samples

Closing Cooperation. Each of the Parties shall use its commercially reasonable efforts to satisfy the closing conditions for each Closing set forth in Article 8 and to take, or cause to be taken, or to do, or cause to be done, all things necessary to satisfy the conditions to the obligations under the Transaction Documents of the Parties over which each has Control and to cause the transactions contemplated under the Transaction Documents to be consummated, in accordance with the terms thereof, and, where required by the Transaction Documents, prior to the applicable Closing.

Closing Cooperation. At any time or from time to time after the Closing, the parties hereto shall execute and deliver to Buyer such other documents and instruments, provide such materials and information and take such other actions as any party hereto may reasonably request in order that the requested party fulfill its obligations under this Agreement which were to be performed at or prior to the Closing.

Closing Cooperation. The Closing shall take place at the office of the Seller at 10:00 A.M. local time on August 29, 2001, or, if the conditions to the Closing are not by then satisfied, upon satisfaction of such conditions, the date on which the Closing actually occurs being referred to herein as the “Closing Date.” Each Party shall reasonably cooperate, as to matters under such Party's control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.

Closing Cooperation. Subject to the limitations set forth elsewhere in this letter agreement, the parties will cooperate with each other and with the Company in consummating the Transactions. Without limiting the generality of the foregoing: (a) The Westcore Entity and the Dividend Capital Entity shall fund into a First American Title Company escrow account controlled by WP ▇▇▇, as Managing Partner of the Company, their respective portions of the amounts payable in connection with the closing of the Transactions, such funds to be released from escrow at the direction of WP ▇▇▇; (b) Westcore and Dividend Capital shall review the closing conditions and materials; and (c) WP ▇▇▇ is authorized and shall be responsible for closing the Transactions; provided, that any material change in the underwriting or approved financing or any other material changes in the approved terms of the Transactions shall require Dividend Capital’s consent. Immaterial changes shall not require Dividend Capital’s consent. During the process of closing Westcore shall keep Dividend Capital apprised of the progress and shall, to the extent reasonably possible, notify Dividend Capital five (5) business days prior to the date the funds are needed for closing. Notwithstanding the foregoing, the parties acknowledge and agree that, until the consummation of the Transactions, and except as otherwise provided in this letter agreement, without the written consent of Dividend Capital, Westcore shall not take any action with respect to the Transactions that is material in nature (it being agreed that actions that do not increase the cost of the Transactions or the underwriting of the Transactions by more than $50,000 or delay the closing of the Transactions for more than ninety (90) days after the date currently scheduled for the closing shall not be deemed to be material for purposes of this paragraph). If in the-case of any such required consent which Dividend Capital does not approve there is a risk of loss of the deposits under the Transactions, Westcore agrees, after full consideration by the parties, to adopt Dividend Capital’s response to the extent such response does not result in the loss of any deposits under the Transactions.

Closing Cooperation. At any time or from time to time after the Closing, at Purchaser's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Business and the Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements.

Closing Cooperation. Seller agrees that, if requested by Buyer, it will cooperate with Buyer in enforcing the terms of any agreements between Seller and any third party involving the Assets, including without limitation terms relating to the protection of intellectual property rights. In the event that Buyer is unable to enforce its intellectual property rights against a third party as a result of a rule or law barring enforcement of such rights by a transferee of such rights, Seller agrees to reasonably cooperate with Buyer by assigning to Buyer such rights as may be required by Buyer to enforce its intellectual property rights in its own name.

Closing Cooperation. At any time or from time to time after the Closing, Sellers shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request more effectively to vest title to the Shares in Purchaser and otherwise to cause Sellers to fulfill its obligations under this Agreement. REPRESENTATIONS AND WARRANTIES OF SELLER Sellers hereby represent and warrant to Purchaser as follows: Organization of Sellers. TCW I and TCW II are limited partnerships duly organized, validly existing and in good standing under the Laws of the State of California. Capital is a general partnership duly organized, validly existing and in good standing under the Laws of the State of California. Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shares.

Closing Cooperation. Following the Closing and upon reasonable notice by any General Partner or Managing Owner, BPLP covenants and agrees to provide (or cause to be provided) to the representatives, employees, counsel, accountants and other authorized agents of such General Partner or Managing Owner reasonable access, during normal business hours, to all books and records and other materials with respect to the Partnerships and/or the Parcels, including, without limitation, due diligence materials delivered by the Managing Owners (or their representatives) to Purchasers during the Study Period or otherwise under this Agreement relating to periods prior to Closing or any obligation of the General Partners under this Agreement (the "Records and Materials") in connection with the preparation of tax returns and financial reporting matters, audits and other business purposes. In connection therewith, BPLP covenants and agrees to permit the General Partners and their representatives to examine and copy the Records and Materials to the extent reasonably requested and at the sole expense of the General Partners and Managing Owners, provided such actions do not unreasonably disrupt the normal course of business of BPLP or the Partnerships. BPLP further covenants and agrees to use reasonable efforts to cooperate with the General Partners and Managing Owners in connection with any tax audit or similar proceedings involving or otherwise relating to any Partnership or any Owner with regard to a Partnership or the transactions contemplated herein, provided that BPLP shall not incur any liability on account thereof and all costs and expenses incurred in affording such cooperation are paid by the affected Owner.

Closing Cooperation. From and after the Closing, the Parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting Party the benefits of the transactions contemplated hereby. Indemnification.